Exhibit
10.1
Letter of
Agreement
Whereas, Mary
A. Tremblay (the “Employee”) has served Lydall, Inc.
(the “Company” or “Lydall”) for 18 years,
in most recent years as Vice President, General Counsel and
Corporate Secretary, but has expressed a desire to work reduced
hours due to family obligations; and
Whereas, the
Company values the experience and knowledge of the Employee and
desires to retain the Employee,
Now therefore,
this Letter of Agreement (“Agreement”) sets forth the
understandings and agreements of the Employee and (the Company
(hereinafter collectively referred to as the “Parties”)
with respect to the part time legal counsel position which Employee
will undertake for the two (2) year period commencing and
effective upon a date agreed upon by the Company after the hiring
of Lydall’s new General Counsel and expiring two
(2) years thereafter.
1.
The parties understand that while Employee will be performing legal
services for Lydall for 20 hours per week on a mutually agreeable
schedule, the remainder of her time may be spent independently in
pursuits which shall not conflict with Lydall’s business in
any manner.
2.
At all times throughout the term of this Agreement, Employee will
be considered a part time employee of Lydall eligible for such
benefits as are afforded to other part time employees of the
Company working 20 hours per week.
a.
Lydall will provide Employee with an office and such office
equipment and supplies as are necessary for her to perform her
work.
b.
The business expenses incurred by Employee will be reimbursed to
her in accordance with Lydall’s normal policies and
procedures.
c.
Lydall will provide Employee, at no cost to Employee, professional
liability (malpractice) insurance coverage under the
“Employed Lawyers Professional Liability Policy” as has
been provided for her benefit in the past.
d.
Employee will have 4 weeks of unpaid vacation per contract year to
be taken as mutually agreed by the Parties.
e.
Employee will report to the General Counsel of Lydall who will
assign Employee such work as General Counsel deems necessary
and
appropriate in
furtherance of Lydall’s business pursuits. Such work may
require Employee to travel from time to time, which will be
mutually agreeable times consistent with the requirements of the
work to be performed.
3.
Employee will accurately record all time spent performing work on
behalf of Lydall in the Kronos system and include the date the work
was performed.
4.
Employee will be compensated at the rate of $125.00 per hour for
all work performed as evidenced by the Kronos records in accordance
with the normal practice of the Company, provided that Employee is
guaranteed a minimum of 960 hours of work per year of the
Agreement. Lydall will withhold, on Employee’s behalf, such
sums as required for payroll or income tax or any other tax,
unemployment insurance, Social Security, or other withholding
pursuant to any law or requirement of any governmental
body.
5.
The Company may terminate the Employee’s employment
immediately for Cause for any of the following reasons: (i) an
act or acts of dishonesty or fraud by the Employee relating to the
performance of her services to the Company; (ii) a breach by
the Employee of her duties or responsibilities under the Agreement
resulting in significant demonstrable injury to the Company or any
of its subsidiaries; (iii) the Employee’s conviction of
a felony or any crime involving moral turpitude; (iv) the
Employee’s material failure (for reasons other than death or
Disability) to perform her duties under this Agreement or
insubordination (defined as refusal to execute or carry out
directions from the General Counsel or his/her duly appointed
designees); or (v) a breach by the Employee of any provision
of any material policy of the Company or of her obligations under
the confidentiality, non-competition and invention ownership
agreement executed by the Employee and attac
